Startups Onboarding
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START-UP ONBOARDING TERMS
This Start-Up Agreement (“Agreement”) is made as of 16th of October, 2024 (“Effective Date”), by and between INNOV-8, Inc., with an address at 401 E. Las Olas Blvd. (Suite 1400), Ft. Lauderdale, FL 33301 (hereinafter,“INNOV-8”), and the undersigned start-up company __________________ with an address at ______________________ (including the individual principal(s) and the principals, officers, directors, members and any employees of any entity through which it does business, hereinafter referred to as “Start-Up”)
WHEREAS, INNOV-8 is an accelerator platform focused on innovation within the technology space and establishing an ecosystem to help new companies procure mentorship and grow by connecting them with funding, new business opportunities, partnerships and establish Start-Up in the marketplace through INNOV-8;
WHEREAS, Start-Up desires to establish a new technology-based business and procure mentorship and grow by connecting them with funding;
WHEREAS, INNOV-8 desires to engage Start-Up to participate in INNOV-8’s ecosystem, and Start-up desires to engage with INNOV-8 subject to and in accordance with the terms and conditions of this Agreement;
NOW THEREFORE, the parties agree as follows:
1. RIGHTS GRANTED.
Start-Up, in order to onboard with INNOV-8’s accelerator platform and participate in the INNOV-8 ecosystem, hereby agree(s) to disclose in writing to INNOV-8 all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, technical and business plans, specifications, hardware, circuits, computer languages, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Start-Up has previously or may hereinafter make, conceive, develop or reduce to practice, alone or jointly with others, in connection with its technology business or that result from or that are related to Start-Up’s business, whether or not they are eligible for patent, copyright, trade secret, trademark or other legal protection (the “IP”). Start-Up and INNOV-8 agree that, to the fullest extent legally possible, all IP shall be jointly owned by INNOV-8 and Start-Up hereunder in perpetuity. In furtherance of the foregoing, Start-Up hereby irrevocably transfers and assigns to INNOV-8, and hereby agrees to irrevocably transfer and assign to INNOV-8 for the purposes of the accelerator platform and its ecosystem, a twenty (20%) percent share of joint ownership in all right, title and interest in and to the IP, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights therein. From time to time, at INNOV-8’s request and expense, during and after the term of this Agreement, Start-Up will assist and cooperate with INNOV-8 in all respects and will execute documents, and take such further acts reasonably requested by INNOV-8 to enable INNOV-8 to acquire, transfer, maintain, perfect and enforce its rights in the IP. Start-up hereby appoints the officers of INNOV-8 as Start-Up’s attorney-in-fact to execute documents on behalf of Start-Up for this limited purpose.
2. COMPENSATION TO START-UP.
As full and fair consideration and payment-in-full for all rights granted hereunder by Start-up, INNOV-8 agrees that Start-Up shall be entitled to eighty (80%) percent of all consideration received by INNOV-8 and Start-Up arising out of or related to the IP (in whatever form procured including, but not limited to, equity, revenues, etc.); INNOV-8 shall be entitled to a non-dilutable twenty (20%) percent share of all such consideration and equity. INNOV-8 and Start-Up shall be entitled to such consideration on or about the date that is no less than thirty (30) days after the date on which INNOV-8 or Start-Up enter into any agreement which grants such consideration for the IP hereunder. Without in any way limiting the foregoing, with respect to any and all shares of equity in connection with Start-Up: (i) the parties hereto shall mutually agree to any disposition of such shares or equity to any third party; and (ii) each of the parties hereto shall be entitled to a seat on the Board of Directors of whatever entity is created hereunder.
3. TERM/TERMINATION.
The Term hereof shall be for a period of twelve (12) consecutive months commencing on the Effective Date and automatically renewing thereafter on a year-to-year basis unless terminated in writing by mutual agreement of the parties hereto prior to the last thirty (30) days (but not prior to the last ninety (90) days) of the then-current period of the Term. Notwithstanding anything to the contrary contained herein, the provisions of paragraph(s) 1, 2, 5 and 6 shall survive any termination of this Agreement and INNOV-8 shall retain its twenty (20%) percent equity share in perpetuity.
4. RELATIONSHIP OF THE PARTIES.
Start-Up is an independent contractor and is not an agent or employee of, and has no authority to bind, INNOV-8 by contract or otherwise. Start-Up shall use best efforts to cooperate and work with INNOV-8 in connection with the subject matter of this Agreement, including its agreement to work solely and exclusively with INNOV-8 on development of the IP pursuant hereto. Unless specifically agreed otherwise in writing, Start-Up shall report as self-employment income all compensation received pursuant to this Agreement. Start-Up shall indemnify INNOV-8 and hold it harmless from and against all claims, damages, losses, costs and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on INNOV-8 to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by Start-Up pursuant to this Agreement..
5. CONFIDENTIAL INFORMATION.
For purposes of this Agreement, “Confidential Information” means and shall include: (i) the IP; (ii) any information, materials or knowledge regarding INNOV-8 and its business, financial condition, products, operational strategies, business development techniques, customers, suppliers, technology or research and development that is disclosed to Start-Up; (iii) the existence of and the terms and conditions of this Agreement. Confidential Information shall not include, however, any information that is or becomes part of the public domain through no fault of Start-Up or that INNOV-8 regularly gives to third parties without restrictions on use or disclosure. Start-Up agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, and not to disclose it to others. Start-Up further agrees to take all action reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information.
6. REPRESENTATIONS & WARRANTIES..
Non-Compete/Non-Circumvent. Due to the proprietary and trade secret nature of INNOV-8’s business, Start-Up shall not, during the term of this Agreement and for a period of one (1) year thereafter, solicit any party which INNOV-8 approached, contacted or procured for Start-Up by INNOV-8 for Start-Up’s own benefit or for the benefit of any other person or entity nor solicit the services of any of INNOV-8’s affiliates, employees, suppliers or customers for Start-Up’s own benefit or for the benefit of any other person or entity, nor otherwise compete with INNOV-8’s business throughout the world. Moreover, Start-up hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement concerning Start-Up’s conduct of business nor its IP through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment, or otherwise. Start-Up (including affiliates of such parties) further agrees that it will not attempt, directly or indirectly, to contact, deal with, or otherwise become involved in any transaction with any corporation, partnership, individual, any banks, trust or lending institutions in connection with its business nor its IP. Any violation of this provision shall be deemed an attempt to circumvent this provision, and the Start-Up shall be liable for damages in favor of the circumvented party.
Non-Disparagement.Start-Up shall not at any time during the Term hereof, nor after the Term, directly or indirectly (i) disparage, libel, defame, ridicule or make negative comments regarding, or encourage or induce others to disparage, libel, defame, ridicule or make negative comments regarding, INNOV-8, or any of INNOV-8's officers, directors, employees or agents, orINNOV-8's products, services, business plans or methods; or (ii) engage in any conduct or encourage nor induce any other person to engage in any conduct that is in any way injurious or potentially injurious to the reputation or interests of INNOV-8 or any of INNOV-8's, officers, directors, employees, customers, or agents.
No Election of Remedies. . Except as expressly set forth in this Agreement, the exercise by INNOV-8 of any of its remedies under this Agreement shall be without prejudice to its other remedies under this Agreement or available at law or in equity.
7. MISCELLANEOUS.
1. Entire Agreement/No Election of Remedies. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties hereto. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall remain in full force and effect, and the provision affected shall be construed so as to be enforceable to the maximum extent permissible by law. Except as expressly set forth in this Agreement, the exercise by INNOV-8 of any of its remedies under this Agreement shall be without prejudice to its other remedies under this Agreement or available at law or in equity. If any action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled
2. Assignment. Start-Up may not assign or transfer any of Start-Up’s rights or delegate any of Start-Up’s obligations under this Agreement, in whole or in part, without INNOV-8’s express prior written consent. Any attempted assignment, transfer or delegation, without such consent, shall be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties permitted successors and assigns.
3. Equitable Remedies. Because the Services are personal and unique and because Start-Up will have access to Confidential Information of INNOV-8, INNOV-8 shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that INNOV-8 may have for a breach of this Agreement.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and performed in the State of New York. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the Federal or State courts located in the City and State of New York, and the parties hereby specifically consent to the personal jurisdiction and venue therein.
5. Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email, confirmed facsimile transmission, by courier or overnight delivery service, or by certified mail, and in each instance shall be deemed given upon receipt. All notices shall be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section.
6. Reasonable Restrictions. Start-Up acknowledges that the conditions, provisions and restrictions set forth in this Agreement are reasonable, and Start-Up further acknowledges that Start-Up has been given access and shall continue to be given access to all of the Confidential Information and other trade secrets described herein above, and therefore, each of the conditions, provisions and restrictions herein set forth are reasonable and necessary to protect the competitive business interests and goodwill of the INNOV-8 and do not (and will not) cause Start-Up any undue hardship.
7. Counterparts. This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that each party need not sign the same counterpart. In the event that any signature is delivered by facsimile, scan or other form of transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile, scan or other form of transmission signature page were an original thereof.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date.
